PE Pulse: going private – why private equity sponsors are turning to the ASX

Private equity take-privates of ASX-listed companies have surged over the last 12 to 24 months, as financial sponsors turn to the public markets for deal flow. These public-to-private (P2P) deals are now a prominent feature of Australian M&A, with large-cap approaches across industrials, financial services and infrastructure-style businesses.

Take-privates rose as a share of total M&A deal volume in 2025, and that momentum has accelerated in 2026, on the back of moderate increases over the last few years.

What is driving the take-private trend?

A combination of factors is pushing sponsors towards the ASX market:

Recent activity

The last 18 months have produced a steady flow of large, sponsor-led approaches for ASX-listed companies, with a flurry in the second half of this calendar year, including:

as at 5 November 2026

A common thread is that bidders have had to return with improved terms before boards will engage. In Steadfast and Reliance Worldwide, bidders revised their price up to three times before exclusivity was granted, and Ingenia’s board engaged only after shareholder pressure. Once an approach becomes public, it can draw in rival bidders, as oOh!media and FleetPartners showed. Institutional shareholders have also become more vocal, publicly challenging whether headline control premiums adequately reflect a target's long-term value, a trend that is shaping board engagement and bidders' pricing strategies. This is particularly the case with some Australian super funds.

Process deeds – back in vogue?

A notable feature of this cycle is the return of the process deed, which is signed ahead of a binding implementation agreement and gives the bidder exclusivity and access for confirmatory due diligence. Where a process deed is used, it is usually announced alongside a statement that the directors intend to recommend the proposal at a specified price absent a superior proposal. Process deeds have featured in recent take-privates including Cleanaway, Steadfast, Reliance Worldwide, OFX Group and Ingenia.

In many recent take-privates, process deeds entered into in connection with a non-binding proposal include the familiar no-shop, no-talk and no due diligence restrictions, notification of rival approaches and, often, a matching right – in some cases up to five business days. Any period of 'hard' exclusivity (i.e., exclusivity arrangements without an effective ‘fiduciary out’) is limited to no more than four weeks, in line with Takeovers Panel guidance. Interestingly, the Reliance Worldwide process deed also included a less commonly seen feature. Despite the pre-bid exclusivity obligations imposed under the deed, Brookfield agreed that the implementation agreement would include a ‘go-shop’ provision, giving Reliance Worldwide a 30-day period from signing to solicit and encourage third parties to formulate and advance competing proposals. This appears to have been part of the commercial bargain for granting Brookfield pre-bid exclusivity, alongside a US$5 million reimbursement fee payable by Reliance Worldwide in certain circumstances.

Although market practice is still settling, we expect process deeds, and the pre-deal exclusivity they provide, to become an increasingly common feature in larger take-private transactions.

Credit markets: banks return as private credit comes under pressure

As we anticipated in our March 2026 PE Pulse, traditional banks are returning to the leveraged lending market and competing hard in a space previously dominated by private credit funds. We are seeing traditional banks now considering transactions with leverage of up to 6.5x, and in a recent development, providing super senior term tranches alongside the credit fund unitranche, in addition to traditional super senior revolving facilities. This renewed bank appetite is enabling sponsors to finance take-privates on more competitive terms.

On the other side of the credit spectrum, distress is increasing across private credit exposures, highlighted by the collapse of Bathla Group. This is weighing on fundraising and on the liquidity available to support existing positions through to an outcome, with funds increasingly turning to back-leverage to bridge funding gaps.

At the same time, the regulatory burden is growing as ASIC intensifies its scrutiny of the private credit sector, and funds with the capacity to do so are investing in internal infrastructure to meet these regulatory requirements.

Looking ahead: the outlook for private equity P2Ps in 2027

With undervalued targets and abundant dry powder, we expect take-private activity to remain strong into 2027. In particular, we anticipate: 

• strong demand from global sponsors, frequently as part of a consortium;

• US buyers continuing to drive cross-border M&A;

• process deeds becoming standard for larger take-privates; and

• continued demand for core and core-plus infrastructure businesses.